Jobcase TERMS OF USE

Effective Date: December 26, 2018

Introduction

BY REGISTERING WITH JOBCASE, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT

Welcome to the Jobcase website, www.jobcase.com, (the “Site”) and mobile app Jobcase, collectively referred to herein as “Jobcase.” They provide you or, in the case that you represent a company or other entity, that company or other entity (“you” “your,” “yourself”) with access to Jobcase, Inc.'s (“we,” “our”) services and service providers (the “Services”). These Terms of Use (this “Agreement”) and the Privacy Policy found at http://www.jobcase.com/privacy_policy (the “Privacy Policy”) apply to your use of Jobcase and the Services. Carefully read the terms of this Agreement. If you are accessing Jobcase or using the Services on behalf of a company that you represent, then you agree to bind both yourself as an individual, and your company, to all of the terms of this Agreement. No agency, partnership, joint venture, employment, or franchise relationship is intended or created by this Agreement.

PLEASE READ THIS AGREEMENT CAREFULLY, AS IT CONTAINS AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

By accessing Jobcase or otherwise using the Services, you acknowledge that you have read and agree to be bound by this Agreement. If you do not agree with any of the terms of this Agreement, you do not have permission to access Jobcase or use the Services.

Modifications and Amendments. We reserve the right, in our sole discretion, to modify this Agreement at any time, so please review Jobcase frequently for any changes. Amendments to this Agreement will be posted on the Site and will be effective when posted. You will be deemed to have been made aware of, will be subject to, and will be deemed to have accepted the modified Agreement through your continued access or use of Jobcase or the Services.

Mobile Services: The Services includes certain services that are available via a mobile device, including (i) the ability to upload content to the Services via a mobile device, (ii) the ability to browse the Services and the Site from a mobile device and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (“App”) (collectively, the “Mobile Services”). To the extent you access the Services through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that we may communicate with you regarding Jobcase and the Services and other entities by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your account information to ensure that your messages are not sent to the person that acquires your old number.

App from Google Play Store. The following applies to any App you acquire from the Google Play Store (“Google-Sourced Software”): (i) you acknowledge that these Terms are between you and us only, and not with Google, Inc. (“Google”); (ii) your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Service; (iii) Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software; (iv) we, and not Google, are solely responsible for our Google-Sourced Software; (v) Google has no obligation or liability to you with respect to Google-Sourced Software or this Agreement; and (vi) you acknowledge and agree that Google is a third-party beneficiary to this Agreement as it relates to our Google-Sourced Software.

Apple-Enabled Software Apps: The following applies to any Software (as defined below) that is intended to be operated in connection with products made commercially available by Apple Inc. (“Apple”), among other platforms. With respect to Software that is made available for your use in connection with an Apple-branded product (such Software, “Apple-Enabled Software”), in addition to the other terms and conditions set forth in this Agreement, the following terms and conditions apply:

[support@jobcase.com]

201 Broadway, Suite 7, Cambridge, MA 02139.

We and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement with respect to the Apple-Enabled Software, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you with respect to the Apple-Enabled Software as a third party beneficiary thereof.

Services; Appearance. If you are an individual, the Services currently enable you, among other things, at no cost to you, to create a user profile, import a resume, search for employers and job listings, apply for open positions through job listings, interact with other Jobcase users (“Members”), including businesses, and upload User Content (as defined below) to the Site. We also offer to all of our Members additional Services for a fee (“Premium Services”). See the section titled “Premium Services” below. The overall appearance, layout, design, and features of the Site are at our discretion and are subject to change at any time without notice to you. Certain content on Jobcase, such as open job listings, may also be promoted throughout the Jobcase Network. The “Jobcase Network” encompasses all online sites, including but not limited to this Site, affiliated with or powered, in whole or in part, by our technology and/or for which we are the owner or operator.

Privacy Policy. Our Privacy Policy, a copy of which is available at http://www.jobcase.com/privacy_policy, is incorporated in this Agreement by reference. By accepting this Agreement, you expressly consent to the use and disclosure of your personally identifiable and other information as described in the Privacy Policy.

Membership and Registration

Your Membership. As between you and others, your account belongs to you. You agree to: (1) use a strong and secure password; (2) keep your password secure and confidential; (3) not transfer any part of your account (e.g., connections and groups) and (4) follow the law and the Dos and Don'ts below. You are responsible for anything that happens through your account unless you close it or report misuse.

You are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify us of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. We will not be liable for any loss or damage arising from your failure to comply with this Section or any unauthorized activities that occur under your password or account.

Minimum Age. If you are an individual, to use the Services you agree that you must be the “Minimum Age,” which is 13 years or older. However, if law requires that you must be older in order for us to lawfully provide the Services to you (including the collection, storage and use of your information) then the Minimum Age is such older age. The Services are not for use by anyone under the age of 13. If you are under 18 years old, you may use the Services only with the approval of your parent or guardian.

Registration. In order to access any of the Services, individuals and businesses will be asked to submit certain information about the user (“Registration Information”). You represent and warrant that all Registration Information you have provided is true, accurate, current and complete.

Email Communication. You must provide your electronic mail (“email”) address when registering to access any of the Services. We may use your email address, when necessary, to communicate with you regarding the administration of Jobcase. You may receive newsletters and updates with information that we deem to be of interest to our Members. If you do not want to receive a newsletter or update, you may opt out of some or all of those Services (i) by clicking on the “unsubscribe” link on the applicable newsletter and update or (ii) by emailing us at info@jobcase.com.

Consent to Communication. By registering on this Site and providing your contact information, you (a) agree that your registration constitutes an inquiry and/or application for purposes of telemarketing laws, and (b) consent to receive calls, text messages (including SMS and MMS messages), and other electronic messages (including those made using an automatic telephone dialing system or an artificial or prerecorded voice) from sites on the Jobcase Network, including jobcase.com, and their affiliates and partners about employment opportunities, job search assistance, career advancement and educational opportunities, and other matters at any phone number, email address, or other telephonic or electronic form of contact you provided, including your home, work, cellular, or other telephone number, even if that number is registered on a corporate, state, or national do not call registry. You also understand and agree that your consent to such calls, text messages and other electronic messages is not required to use the Services.

Your mobile service provider's standard data and messaging rates apply to all SMS correspondence. All charges are billed by and payable to your mobile service provider. You represent that you are 18 years of age and the owner or authorized user of the wireless device on which messages will be received, and that you are authorized to approve any applicable charges and to consent to receive calls, texts or other communications at the number you provide.

SMS message service subscribers may opt out of the SMS message service by replying with the keyword “STOP”, “END”, or “QUIT”. This process impacts only the future delivery of our SMS message offering and will not unsubscribe you from other SMS programs to which you may have subscribed. SMS message service subscribers may receive assistance for the SMS message service by replying with the keyword “HELP” to the message received.

If fees are charged to your wireless account invoice, we may provide your carrier with your applicable information in connection therewith. Your wireless carrier and other service providers may also collect data about your wireless device usage, and their practices are governed by their own policies. You acknowledge and agree that the SMS message service is provided via wireless systems which use radios (and other means) to transmit communications over complex networks. We will not be liable for any delays in the receipt of any SMS messages, as delivery is subject to effective transmission from your network operator. SMS message services are provided on an AS IS basis. We are not responsible for incomplete, lost, late, damaged, illegible or misdirected mobile messages or for any technical problems, malfunctions of any telephone lines, computer systems, servers, providers, hardware/software, lost or unavailable network connections or failed, incomplete, garbled or delayed computer transmission or any combination thereof. We are not responsible for any liability for damage to any computer system resulting from participation in or accessing or downloading information in connection with the SMS message service. We assume no responsibility for undeliverable mobile messages resulting from any form of active or passive mobile filtering by a user's mobile provider or for insufficient space in user's mobile phone account for messages. We do not guarantee that your use of the SMS message service will be private or secure, and we are not liable to you for any lack of privacy or security you may experience. You are fully responsible for taking precautions and providing security measures best suited for your situation and intended use of the SMS message service.

Premium Services

Additional Agreements. Before you purchase certain Premium Services, you may also be asked to enter into additional agreements relating to such Premium Services. Those additional agreements are made a part of this Agreement and will govern your use of the Services covered by the additional agreements. In the event of a conflict between the terms of this Agreement and those additional agreements, the terms of the additional agreements will govern.

Payment. If you purchase any of our Premium Services, you agree to the pricing and payment terms for the applicable Premium Services, as we may update them from time to time. Failure to pay these fees may result in the termination of your subscription. Your purchase may be subject to taxes, foreign exchange fees or exchange rates.

Billing Policies. After your initial free trial period for Premium Services, if any, your subscription will automatically renew every month or every year, as per the term of the Services you have chosen. You will be charged the rate stated at the time of purchase, every month or year, until you cancel using the account tools that we provide or by emailing us at billing-support@jobcase.com. Unless there is an explicit agreement stating otherwise, your rate is subject to change, but we’ll always notify you beforehand. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Premium Services at the prices in effect when such charges are incurred.

No Refunds. If you cancel, previous charges will not be refunded, but you may continue to use the applicable Premium Services until the end of the term you paid for. In the event that we suspend or terminate your account or this Agreement for your breach of this Agreement, you will receive no refund or exchange for any unused time on a subscription, any license or subscription fees for any portion of any Premium Services, any content or data associated with your account, or for anything else.

Third-Party Payment Processing. WE DO NOT PROCESS PAYMENT FOR THE PREMIUM SERVICES. You must use a third-party payment processor (“Processor”), currently Braintree, a division of PayPal, Inc. (“Braintree”), when subscribing for Premium Services, and your use of the site and services of such Processor as may be designated from time to time is governed by such Processor’s policies. You authorize Processor to store and continue billing your specified payment method (e.g., credit card) even after such payment method has expired, to avoid interruptions in your Premium Services and to facilitate easy payment for new services. All information that you provide us and/or Processor in connection with a purchase or other monetary transaction interaction related to the Premium Services must be accurate, complete, and current. You represent and warrant that such information is true and that you are authorized to use the applicable payment instrument.

Taxes. You will pay any applicable taxes relating to such purchases or other monetary transaction interactions, including without limitation withholding taxes, royalties, know-how payments, customs, privilege, excise, sales, use, value-added and property taxes (collectively, “Taxes”), except for those taxes based on our income. You will not withhold any Taxes from any amounts due. Taxes are calculated based on the billing information you provide us and/or Processor at the time of purchase. You will be responsible for all reasonable expenses (including attorneys' fees) we or Processor incur in collecting delinquent amounts, except where the delinquent amounts are due to billing inaccuracies. If at any time we are required by a taxing authority to pay any Taxes not previously collected from you, you will promptly pay such Taxes (including applicable penalties and interest, if any) upon written notice from us (which may be by email).

Changes to Premium Services Fees. We may add new Premium Services for additional fees and charges, or amend fees and charges for existing Premium Services, at any time in our sole discretion. Any changes to the fees for Premium Services will become effective in the billing cycle following notice of such change to you as provided in this Agreement.

Your License of User Content and Feedback to Us

As between you and us, you own the content, comments, pieces, ideas or other information in any form, including without limitation visual or audio data, that you submit or post through Jobcase or the Services (“User Content”). By posting or otherwise transmitting User Content to us, you hereby grant, and you represent and warrant that you have the right to grant, to us an irrevocable, perpetual, non-exclusive, transferable, fully paid up, royalty-free, worldwide license (with the right to sublicense directly or indirectly through multiple tiers) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), distribute, prepare derivative works of, or incorporate into other works such User Content for any purpose—commercial, advertising, or otherwise—on or in connection with Jobcase, the Jobcase Network, the Services, or the promotion thereof. However, because you own User Content and we only have non-exclusive rights to it, you may choose to make it available to others.

You hereby grant to us a non-exclusive, worldwide, royalty-free, fully paid up, perpetual and irrevocable license to copy, anonymize, aggregate, process and create derivative works of (a) data collected from your use of the Services, and data related to the functionality of Jobcase and the Services, provided such data cannot be used to identify you or your users (“Anonymous Data”) and (b) data by combining or incorporating such Anonymous Data with or into other similar data and information available, derived or obtained from other Members, licensees, users, or other sources (when so combined or incorporated, referred to as “Aggregate Data”), for improving our existing Services, developing new Services, generating, using, distributing and displaying statistics for marketing purposes (e.g., indicating the number of Members using certain Services) and other internal purposes.

You agree to only provide User Content or information if they do not violate the law or anyone's rights (e.g., without violating any intellectual property rights or breaching a contract). You also agree to only provide accurate and truthful profile information. We may be required by law to remove certain information or content in certain countries. We also reserve the right to remove, alter and/or edit any User Content or refuse to accept, post, display or transmit any User Content in our sole discretion.

Under no circumstances will we be liable in any way for any content or materials of any third parties (including you or any other users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content.

Without limiting the foregoing, we and our designees will have the right to remove any content that violates this Agreement or is deemed by us, in our sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

By submitting suggestions, comments for enhancement or functionality or other feedback regarding Jobcase or the Services (“Feedback”) to us, you hereby grant us a royalty-free, fully paid up, worldwide, transferable, sublicensable (directly or indirectly through multiple tiers), irrevocable, perpetual license to (a) copy, distribute, transmit, display, perform, and modify and create derivative works of the Feedback in whole or in part; and (b) use the Feedback in whole or in part, including without limitation, the right to make, have made, sell, have sold, offer for sale, have offered for sale, import, have imported and/or otherwise commercialize products or services that incorporate or are configured to use the Feedback, in whole or in part. We have full discretion to determine whether and how to use or share your Feedback.

If you provide any testimonials about our Members, goods or services or place advertisements, such testimonials and/or advertisements constitute User Content, and we may post those testimonials and examples of advertisements you place in connection with our promotion of the Services to third parties. Testimonials and advertisements may include your name, likeness and other personal information that you have provided, and you grant us the unrestricted right to use, publicly display, and publish the same in any informational or promotional materials for any lawful purpose and in any manner, media, or formats now or hereafter known.

Ownership of Intellectual Property

We and our licensors own all rights, title and interest in and to Jobcase and the Services, and any Intellectual Property Rights therein and/or related thereto. “Intellectual Property Rights” means all worldwide patent, patent applications, copyrights, trade secrets, trademarks, service marks, trade names and any other intellectual property, proprietary, and database protection rights. The “Jobcase” name and logo are our trademarks (the “Jobcase Trademarks”), and no right or license is granted to you herein to use such trademarks.

Other company, product, and service names located on Jobcase may be trademarks or service marks owned by third parties (the “Third-Party Trademarks”, and, collectively with the Jobcase Trademarks, the “Trademarks”). Nothing on this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Site without our prior written consent for each such use. The Trademarks may not be used to disparage us or the applicable third party, our or a third party’s products or services, or in any manner (in our sole reasonable judgment) that may damage any goodwill in the Trademarks. All goodwill generated from the use of any Jobcase Trademark will inure to our benefit.

Third-Party Websites

Jobcase and the Services may provide, or third parties may provide, links or other access to third-party sites and resources that are not under our control, and we are not responsible for and we do not endorse such sites and resources. If you access a third-party site from Jobcase or the Services, then you do so at your own risk. We provide such access or links only as a convenience, and the inclusion of the link does not imply that we endorse or accept any responsibility for the content on those third-party sites. Your use of any third-party websites and the services provided by them is governed solely by such site’s policies. You further acknowledge and agree that we will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the Services are between you and the third party, and you agree that we are not liable for any loss or claim that you may have against any such third party.

We welcome links to the Site. You may establish a link to this Site, provided that the link does not state or imply any sponsorship or endorsement of your site by us or any group or individual affiliated with us. You may not use on your site any content or Trademarks appearing on the Site in establishing the link. You may not frame or otherwise incorporate into another site the content or other materials on the Site without prior written consent.

Social Networking Services

You may enable or log in to the Services via various online third-party services, such as social media and social networking services like Facebook, Google, or LinkedIn (“Social Networking Services”). By logging in or directly integrating these Social Networking Services into the Services, we make your online experiences richer and more personalized. To take advantage of this feature and capabilities, we may ask you to authenticate, register for or log into Social Networking Services on the websites of their respective providers. As part of such integration, the Social Networking Services will provide us with access to certain information that you have provided to such Social Networking Services, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating these Social Networking Services and our use, storage and disclosure of information about you and your use of such services (including your friend lists and the like), please see our Privacy Policy. However, please remember that the manner in which Social Networking Services use, store and disclose your information is governed solely by the policies of such third parties, and we will have no liability or responsibility for the privacy practices or other actions of any third-party site or service that may be enabled within the Services.

In addition, we are not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Social Networking Services. As such, we are not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Networking Services. We enable these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.

Use of Jobcase and the Services – Permissions and Restrictions

You may access and use Jobcase and the Services only for lawful purposes and solely in accordance with the terms of this Agreement. We reserve the right to discontinue any aspect of Jobcase or the Services at any time and without notice. All rights not expressly granted to you under this Agreement are reserved by us and our licensors.

You will not:

Promotions: If you use Jobcase or the Services to communicate or administer a promotion (e.g., a contest or sweepstakes), you are responsible for the lawful operation of that promotion, including the official rules; offer terms and eligibility requirements (e.g., age and residency restrictions); and compliance with applicable rules and regulations governing the promotion and all prizes offered (e.g., registration and obtaining necessary regulatory approvals).

Promotions on Jobcase or the Services must include the following:

Promotions may be administered on your company page(s), event pages or group pages. Promotions may not be administered on a general conversation page not associated with a specific company, event or group. Personal profile pages and Jobcase connections must not be used to administer promotions. We will not assist you in the administration of any promotion, and you agree that if you use our Services to administer your promotion, you do so at your own risk.

Dos and Don’ts

Dos. You agree that you will:

Don'ts. You agree that you will not:

Complaints Regarding Content Posted on Jobcase

We respect the intellectual property rights of others and desire to offer a platform which contains no content that violates those rights. We require that information posted by Members be accurate, lawful and not in violation of the rights of third parties. To promote these objectives, we provide a process for the submission of complaints concerning content posted by our Members. Our policy and procedures relating to complaints of copyright infringement are described below. Any complaints about content posted on the site by users that do not relate to alleged copyright infringement should be directed to support@jobcase.com.

Please note that whether or not we disable access to or remove content, we may make a good faith attempt to forward the written notification, including the complainant’s contact information, to the Member who posted the content and/or take other reasonable steps to notify the Member that we have received notice of an alleged violation of intellectual property rights or other content violation. It is also our policy, in appropriate circumstances and in our discretion, to disable and/or terminate the accounts of Members, or Groups as the case may be, which infringe or repeatedly infringe the rights of others or otherwise post unlawful content.

Please note that any notice or counter-notice you submit must be truthful and must be submitted under penalty of perjury. A false notice or counter-notice may give rise to personal liability. You may therefore want to seek the advice of legal counsel before submitting a notice or a counter-notice.

Claims Regarding Copyright Infringement

Notice of Copyright Infringement:

Pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512), we have implemented procedures for receiving written notification of claimed infringements. We have also designated an agent to receive notices of claimed copyright infringement. If you believe in good faith that your copyright has been infringed, you may complete and submit a Notice of Copyright Infringement form, or otherwise provide a written communication which contains:

Please submit your notice to our Copyright Agent at: dmca@jobcase.com

Or contact us by mail at:

Address:
Jobcase
Attn: Copyright Agent
201 Broadway
Suite 7
Cambridge, MA 02139

Counter-Notice:

If you believe that a notice of copyright infringement has been improperly submitted against you, you may submit a Counter-Notice, pursuant to Sections 512(g)(2) and (3) of the Digital Millennium Copyright Act. You may complete the Counter-Notice Regarding Claim of Copyright Infringement form, or otherwise provide a written communication which contains:

Please submit your Counter-Notice to our Copyright Agent via email to dmca@jobcase.com or mail to the addresses specified above. It is our policy to remove repeat infringers from Jobcase.

If a counter-notice is received by the Copyright Agent, we will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, Member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.

Repeat Infringer Policy: In accordance with the Digital Millennium Copyright Act and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, users who are deemed to be repeat infringers. We may also at our sole discretion limit access to the Services and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Representations, Warranties and Covenants

You represent, warrant and covenant for our benefit that: (1) you have the legal right and authority to enter into this Agreement, and, if you are accepting this Agreement on behalf of a company or other entity, to bind the company or other entity to the terms of this Agreement; (2) you have the legal right and authority to enter into this Agreement, perform your obligations under this Agreement and to grant the rights and licenses described in this Agreement and in any applicable additional agreement you enter into in connection with any of the Services; (3) all User Content you provide to us in connection with this Agreement and your access and use of Jobcase and the Services is correct and current; and (4) you own or control sufficient right, title and interest in and to User Content and that distribution of the same, directly and indirectly, throughout the Jobcase Network does not and will not infringe or conflict with the rights of any third party.

Indemnification

You will indemnify, defend, and hold harmless us and each of our respective employees, agents, officers, directors, and affiliates (“Indemnified Parties”), from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys' fees, court costs, damage awards, and settlement amounts) which result from any claim or allegation by a third party against any Indemnified Party arising from or related to: (a) your accessing Jobcase or use of the Services, including any User Content disseminated or transmitted by you and/or your registrants; (b) your breach of any term of this Agreement and/or applicable law; or (c) your negligence or intentional misconduct hereunder. We will provide you with notice of any such claim or allegation, and we will have the right to participate in the defense of any such claim at our expense. Notwithstanding the foregoing, you will have no obligation to indemnify, defend or hold harmless any Indemnified Party from or against any liability, damages or costs incurred as a result of any action or inaction of such Indemnified Party. IF YOU ARE A USER FROM NEW JERSEY, YOUR OBLIGATIONS UNDER THIS SECTION INDEMNIFICATION PROVISION ARE INTENDED TO BE ONLY AS BROAD AND INCLUSIVE AS IS PERMITTED UNDER NEW JERSEY LAW. IF ANY PORTION OF THIS SECTION IS HELD TO BE INVALID UNDER NEW JERSEY LAW, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THIS SECTION

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

Disclaimer

THE PARTIES ACKNOWLEDGE THAT JOBCASE AND THE SERVICES ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES WHATSOEVER. YOU RECOGNIZE THAT THE CURRENT STATE OF TECHNOLOGY DOES NOT ALLOW FOR ERROR-FREE ACCESS TO THE SITE AND USE OF THE SERVICES, AND INTERRUPTIONS, CRASHES AND DOWNTIME MAY OCCUR FROM TIME TO TIME. WE DO NOT REPRESENT OR WARRANT THAT: (A) THE USE OF JOBCASE OR THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; OR (C) ANY RESULTS GENERATED BY USING THE SERVICES WILL BE ACCURATE, UP-TO-DATE, COMPLETE, OR RELIABLE. WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. NO ORAL OR WRITTEN INFORMATION GIVEN BY US WILL INCREASE THE SCOPE OF THE ABOVE WARRANTIES OR CREATE ANY NEW WARRANTIES. YOU AGREE THAT YOUR ACCESS TO AND USE OF THE SITE, THE SERVICES AND THE INFORMATION THEREON IS AT YOUR OWN RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY LIABILITY OR DAMAGE YOU INCUR THROUGH ACCESS TO OR USE OF THE SITE OR THE SERVICES.

IF YOU ARE A USER FROM NEW JERSEY, THIS DISCLAIMER PROVISION IS INTENDED TO BE ONLY AS BROAD AND INCLUSIVE AS IS PERMITTED UNDER NEW JERSEY LAW. IF ANY PORTION OF THIS SECTION IS HELD TO BE INVALID UNDER NEW JERSEY LAW, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THIS SECTION.

Limitation of Liability

IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, ARISING OUT OF, OR IN CONNECTION WITH THE SITE, THE SERVICES, THE INFORMATION THEREON, OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, THE USE OR INABILITY TO USE THE SITE OR THE SERVICES; LOST OR DAMAGED DATA; AND LOST PROFITS OR LOST REVENUE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR WE HAVE BEEN NOTIFIED OF THE POSSIBILITY THEREOF.

CERTAIN INFORMATION PROVIDED ON THE SITE IS OBTAINED FROM THIRD PARTY PROVIDERS. THE INFORMATION IS PROVIDED FOR YOUR INTERNAL USE ONLY AND MAY NOT BE COPIED OR REDISTRIBUTED FOR ANY REASON. THIS INFORMATION IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. THE INFORMATION IS THE INTELLECTUAL PROPERTY OF THE PROVIDER OR ITS INFORMATION PROVIDERS. IN NO EVENT WILL PROVIDER OR ITS INFORMATION PROVIDERS BE LIABLE IN ANY WAY WITH REGARD TO SUCH INFORMATION. YOUR USE OF THE INFORMATION MUST IN ALL CASES COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES, EXCEPT AS SET FORTH BELOW. YOUR RECOVERY FOR ANY DAMAGES THAT OCCUR AS A RESULT OF YOUR USE OF ANY PREMIUM SERVICES PROVIDED BY US WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAID FOR SUCH PREMIUM SERVICES DURING THE THREE (3) MONTH PERIOD PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH DAMAGES. THIS RECOVERY FOR DAMAGES IS CUMULATIVE AND NOT PER INCIDENT.

IF YOU ARE A USER FROM NEW JERSEY, THIS LIMITATION OF LIABILITY PROVISION IS INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THIS SECTION IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THIS SECTION.

Notices

Except as otherwise expressly set forth herein, all notices by you to us under this Agreement must be delivered in writing by courier, by electronic facsimile, or by certified or registered mail (postage prepaid and return receipt requested) to our address set forth on the Site, as appropriate. Such notice will be effective upon receipt or three business days after being deposited in the mail, whichever occurs sooner. We may deliver a notice to you by posting of a general notice on the Site, which will be effective when posted.

Dispute Resolution By Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

a. Agreement to Arbitrate

This Dispute Resolution by Binding Arbitration section is referred to in this Agreement as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and us, whether arising out of or relating to this Agreement (including any alleged breach thereof), the Services, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this Agreement, you and we are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

b. Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND WE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

c. Pre-Arbitration Dispute Resolution

We are always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at [support@jobcase.com]. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to us should be sent to [Jobcase, 201 Broadway Street, Suite 7, Cambridge, MA 02139] (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If we and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or we may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by us or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or we are entitled.

d. Arbitration Procedures

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, http://info.adr.org/consumer-arbitration/. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of this Agreement as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under this Agreement and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless we and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

e. Costs of Arbitration

Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, we will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, we will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.

f. Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

g. Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than subsection (b) titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of this Agreement will continue to apply.

h. Future Changes to Arbitration Agreement

Notwithstanding any provision in this Agreement to the contrary, we agree that if we make any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Services, you may reject any such change by sending us written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between you and us in accordance with the language of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement).

NOTWITHSTANDING ANYTHING TO THE FOREGOING IN THIS ARBITRATION AGREEMENT, IF YOU REPRESENT A COMPANY OR OTHER ENTITY, OR ARE ENTERING INTO THIS AGREEMENT IN ANY CAPACITY OTHER THAN AS AN INDIVIDUAL REPRESENTING YOURSELF, SUBSECTIONS (A), (D) AND (E) ABOVE ARE HEREBY DELETED AND REPLACED IN THER ENTIRETY WITH THE CORRESPONDING PROVISIONS BELOW AND SUBSECTION (H) ABOVE DOES NOT APPLY TO YOU.

a. Agreement to Arbitrate

This section (including subsections (a) through (g)) is referred to in this Agreement as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and us, whether arising out of or relating to this Agreement (including any alleged breach thereof), the Services, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. You agree that, by entering into this Agreement, you and we are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. Notwithstanding the foregoing, this Arbitration Agreement shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Arbitration Agreement.

d. Arbitration Procedures

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Commercial Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. The arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under this Agreement and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless we and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

e. Costs of Arbitration

Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. Any payment of attorneys’ fees will be governed by the AAA Rules.

Term, Termination

This Agreement will be effective for as long as you use or access Jobcase or the Services and the sections titled Membership and Registration—Your Membership, Your License of User Content and Feedback to Us, Ownership of Intellectual Property, Third-Party Websites, Social Networking Services, Representations and Warranties, Indemnification, Disclaimer, Limitation of Liability, Dispute Resolution by Binding Arbitration, and General Provisions will survive termination or expiration of this Agreement.

We may terminate your Membership without cause, at any time and without notice to you.

We may terminate your access to and use of any Premium Services immediately if:

The termination of your Membership will terminate your access to any Services for which registration is required. Neither we nor any of our affiliates will be liable to you or to any third party for termination of your Membership for any reason.

General Provisions

Except for any additional agreements between us relating to certain other Services we offer, this Agreement is the complete and exclusive statement of the agreement between us and you regarding Jobcase and the Services and supersedes any other agreement or proposal, oral or written (including information on Jobcase), and any other communications between us and you. This Agreement will be governed by the laws of the Commonwealth of Massachusetts without regard to its conflicts of law principles. With respect to any disputes or claims not subject to arbitration, as set forth above, all disputes arising under this Agreement must be brought in the state or federal courts located in Boston, Massachusetts, and each party irrevocably hereby consents to the jurisdiction and venue of any such court in any such action or proceeding. Except as expressly set forth herein, there are no other third-party beneficiaries under this Agreement. The waiver of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach. If any provision of this Agreement is deemed unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. We will be excused from performance for any period during which, and to the extent that, we are prevented from performing any obligation or Service, in whole or in part, as a result of a cause beyond our reasonable control and without our fault or negligence, including, but not limited to, acts of God, acts of war, epidemics, fire, communication line failures, power failures, earthquakes, floods, blizzard, or other natural disasters (but excluding failure caused by a party's financial condition or any internal labor problems (including strikes, lockouts, work stoppages or slowdowns, or the threat thereof)) (a “Force Majeure Event”). Delays in performing obligations due to a Force Majeure Event will automatically extend the deadline for performing such obligations for a period equal to the duration of such Force Majeure Event. You may not assign, delegate or otherwise transfer this Agreement or any of your rights or obligations under this Agreement without our prior written consent. Any such assignment, delegation or transfer in violation of the foregoing will be null and void. We may freely assign, delegate or otherwise transfer this Agreement or any of our rights and obligations under this Agreement without your consent and without notice to you.

Notice for California Users

Under California Civil Code Section 1789.3, users of the Services from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at Jobcase, 201 Broadway Street, Suite 7, Cambridge, MA 02139, (617) 758-2001.

Questions? Concerns? Suggestions?

Please contact us at support@jobcase.com to report any violations of this Agreement or to pose any questions regarding this Agreement or the Services.